EXHIBIT O
1990 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July 1, 1996
between XXXXXX, INC., a Delaware corporation (the "Company"), and Xxxxxx
Xxxxxxxx (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1990 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
25,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock") at an exercise price of $4.0625 per share, being at least equal
to the fair market value of such shares of Common Stock on the date hereof. This
option is intended to constitute an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
although the Company makes no representation or warranty as to such
qualification.
2. The term of this option shall be 10 years from the date
hereof, subject to earlier termination as provided in the Plan. This option may
be exercised commencing on the date hereof as to 24,615 shares of Common Stock
subject hereto and as to an additional 385 shares of Common Stock on January 1,
1997. The right to purchase shares of Common Stock subject hereto shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased any time and from time to time
thereafter, but not after the termination hereof. This option may be exercised
by giving written notice to the Company at its principal office, presently 000
00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000, stating that the Optionee is
exercising his incentive stock option, specifying the number of shares purchased
(provided that not less than one hundred (100) shares may be purchased unless
the number purchased is the total number of shares purchasable hereunder) and
accompanied by payment of the aggregate purchase price therefor in accordance
with Section 3 below. Notwithstanding any of the foregoing, in no event may a
fraction of a share of Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee, (a)
in the form of shares of Common Stock already owned by the Optionee valued, for
the purpose of payment of the purchase price, at the fair market value of such
previously owned shares of Common Stock determined in accordance with Section
5(d) of the Plan; and/or (b) one-tenth (1/10) of the purchase price in cash (or
by check) and the balance by the issuance of a recourse promissory note, in form
satisfactory to the Committee, and, in accordance with and subject to the terms
and provisions of Section 7 of the Plan.
4. The Company may withhold cash and/or shares of Common
Stock to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay the Company such amount in cash promptly upon demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
Any subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this
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option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
(a) (i) to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act, (ii) to implement the
provisions of the Plan or this Contract or any other agreement between the
Company and the Optionee with respect to such shares of Common Stock, or (iii)
to permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option or (b) if applicable,
with regard to any other restriction, on the assignment, pledge, hypothecation
or transfer of shares acquired upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or any
of its subsidiaries, or interfere in any way with any right of the Company, any
parent or its subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any parent or any of its
subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof. In the event (a) the employment
of the Optionee terminates, (b) of the disability of the Optionee, or (c) of the
death of the Optionee, his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
may be otherwise provided for by pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability of
any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
and to this option as it shall deem appropriate, all in accordance with the
provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxx Xxxxxxxx
------------------------
Title: Chairman
/s/ Xxxxxx Xxxxxxxx
------------------------
Xxxxxx Xxxxxxxx, Optionee
000 Xxxxxxx Xxxx
------------------------
Address
Xxxxxxxx Xxxxx, XX 00000
------------------------
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1990 STOCK OPTION PLAN
10% OWNER INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July 1, 1996
between XXXXXX, INC., a Delaware corporation (the "Company"), and Xxxxx Xxxxxxxx
(the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1990 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
25,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock") at an exercise price of $4.46875 per share, being at least
equal to 110% of the fair market value of such shares of Common Stock on the
date hereof. This option is intended to constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), although the Company makes no representation or warranty
as to such qualification.
2. The term of this option shall be 5 years from the date
hereof, subject to earlier termination as provided in the Plan. This option may
be exercised commencing on the date hereof as to 22,377 shares of Common Stock
subject hereto and as to an additional 2,623 shares of Common Stock on January
1, 1997. The right to purchase shares of Common Stock subject hereto shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased any time and from time to time
thereafter, but not after the termination hereof. This option may be exercised
by giving written notice to the Company at its principal office, presently 000
00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000, stating that the Optionee is
exercising his incentive stock option, specifying the number of shares purchased
(provided that not less than one hundred (100) shares may be purchased unless
the number purchased is the total number of shares purchasable hereunder) and
accompanied by payment of the aggregate purchase price therefor in accordance
with Section 3 below. Notwithstanding any of the foregoing, in no event may a
fraction of a share of Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee, (a)
in the form of shares of Common Stock already owned by the Optionee valued, for
the purpose of payment of the purchase price, at the fair market value of such
previously owned shares of Common Stock determined in accordance with Section
5(d) of the Plan; and/or (b) one-tenth (1/10) of the purchase price in cash (or
by check) and the balance by the issuance of a recourse promissory note, in form
satisfactory to the Committee, and, in accordance with and subject to the terms
and provisions of Section 7 of the Plan.
4. The Company may withhold cash and/or shares of Common
Stock to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay the Company such amount in cash promptly upon demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
Any subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this
-2-
option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
(a) (i) to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act, (ii) to implement the
provisions of the Plan or this Contract or any other agreement between the
Company and the Optionee with respect to such shares of Common Stock, or (iii)
to permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option or (b) if applicable,
with regard to any other restriction, on the assignment, pledge, hypothecation
or transfer of shares acquired upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or any
of its subsidiaries, or interfere in any way with any right of the Company, any
parent or its subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any parent or any of its
subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof. In the event (a) the employment
of the Optionee terminates, (b) of the disability of the Optionee, or (c) of the
death of the Optionee, his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
may be otherwise provided for by pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability of
any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
and to this option as it shall deem appropriate, all in accordance with the
provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Title: President
/s/ Xxxxx Xxxxxxxx
--------------------------
Xxxxx Xxxxxxxx, Optionee
00 Xxxx Xxxxxxx
--------------------------
Xxxxxxx
Xxxxxxxx, XX 00000
--------------------------
-4-
1990 STOCK OPTION PLAN
10% OWNER INCENTIVE STOCK OPTION CONTRACT
THIS INCENTIVE STOCK OPTION CONTRACT entered into as of July 1, 1996
between XXXXXX, INC., a Delaware corporation (the "Company"), and Xxxxxx
Xxxxxxxx (the "Optionee").
W I T N E S S E T H:
1. The Company, in accordance with the allotment made by the
Stock Option Committee of the Company's Board of Directors (the "Committee") and
subject to the terms and conditions of the 1990 Stock Option Plan of the Company
(the "Plan"), grants to the Optionee an option to purchase an aggregate of
25,000 shares of the Common Stock, $1.00 par value per share, of the Company
("Common Stock") at an exercise price of $4.46875 per share, being at least
equal to 110% of the fair market value of such shares of Common Stock on the
date hereof. This option is intended to constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), although the Company makes no representation or warranty
as to such qualification.
2. The term of this option shall be 5 years from the date
hereof, subject to earlier termination as provided in the Plan. This option may
be exercised commencing on the date hereof as to 22,377 shares of Common Stock
subject hereto and as to an additional 2,623 shares of Common Stock on January
1, 1997. The right to purchase shares of Common Stock subject hereto shall be
cumulative, so that if the full number of shares purchasable in a period shall
not be purchased, the balance may be purchased any time and from time to time
thereafter, but not after the termination hereof. This option may be exercised
by giving written notice to the Company at its principal office, presently 000
00xx Xxxxxx, Xxxx Xxx Xxxx, Xxx Xxxxxx 00000, stating that the Optionee is
exercising his incentive stock option, specifying the number of shares purchased
(provided that not less than one hundred (100) shares may be purchased unless
the number purchased is the total number of shares purchasable hereunder) and
accompanied by payment of the aggregate purchase price therefor in accordance
with Section 3 below. Notwithstanding any of the foregoing, in no event may a
fraction of a share of Common Stock be purchased under this option.
3. The purchase price of shares purchased hereunder may be
paid in cash (or by check) and/or, in the sole discretion of the Committee, (a)
in the form of shares of Common Stock already owned by the Optionee valued, for
the purpose of payment of the purchase price, at the fair market value of such
previously owned shares of Common Stock determined in accordance with Section
5(d) of the Plan; and/or (b) one-tenth (1/10) of the purchase price in cash (or
by check) and the balance by the issuance of a recourse promissory note, in form
satisfactory to the Committee, and, in accordance with and subject to the terms
and provisions of Section 7 of the Plan.
4. The Company may withhold cash and/or shares of Common
Stock to be issued to the Optionee in the amount which the Company determines is
necessary to satisfy its obligation to withhold taxes or other amounts incurred
by reason of the grant or exercise of this option or the disposition of the
underlying shares of Common Stock. Alternatively, the Company may require the
Optionee to pay the Company such amount in cash promptly upon demand.
5. In the event of any disposition of the shares of Common
Stock acquired pursuant to the exercise of this option within two years from the
date hereof or one year from the date of transfer of such shares to him, the
Optionee shall notify the Company thereof in writing within 30 days after such
disposition. In addition, the Optionee shall provide the Company on demand with
such information as the Company shall reasonably request in connection with
determining the amount and character of the Optionee's income, the Company's
deduction and its obligation to withhold taxes or other amounts incurred by
reason of such disqualifying disposition, including the amount thereof. The
Optionee shall pay the Company in cash on demand the amount, if any, which the
Company determines is necessary to satisfy such withholding obligation.
6. Notwithstanding the foregoing, this option shall not be
exercisable by the Optionee unless (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Common Stock to be received upon the exercise of this option shall be
effective and current at the time of exercise or (b) there is an exemption from
registration under the Securities Act for the issuance of the shares of Common
Stock upon such exercise. The Optionee hereby represents and warrants to the
Company that, unless such a Registration Statement is effective and current at
the time of exercise of this option, the shares of Common Stock to be issued
upon the exercise of this option will be acquired by the Optionee for his own
account, for investment only and not with a view to the resale or distribution
thereof. In any event, the Optionee shall notify the Company of any proposed
resale of the shares of Common Stock issued to him upon exercise of this option.
Any subsequent resale or distribution of shares of Common Stock by the Optionee
shall be made only pursuant to (x) a Registration Statement under the Securities
Act which is effective and current with respect to the sale of shares of Common
Stock being sold, or (y) a specific exemption from the registration requirements
of the Securities Act, but in claiming such exemption, the Optionee shall, prior
to any offer of sale or sale of such shares of Common Stock, provide the Company
(unless waived by the Company) with a favorable written opinion of counsel, in
form and substance satisfactory to the Company, as to the applicability of such
exemption to the proposed sale or distribution. Such representations and
warranties shall also be deemed to be made by the Optionee upon each exercise of
this option. Nothing herein shall be construed as requiring the Company to
register the shares subject to this option under the Securities Act.
7. Notwithstanding anything herein to the contrary, if at any
time the Committee shall determine, in its discretion, that the listing or
qualification of the shares of Common Stock subject to this option on any
securities exchange or under any applicable law, or the consent or approval of
any governmental regulatory body, is necessary or desirable as a condition to,
or in connection with, the granting of an option or the issue of shares of
Common Stock hereunder, this
-2-
option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
8. The Company may affix appropriate legends upon the
certificates for shares of Common Stock issued upon exercise of this option and
may issue such "stop transfer" instructions to its transfer agent in respect of
such shares as it determines, in its discretion, to be necessary or appropriate
(a) (i) to prevent a violation of, or to perfect an exemption from, the
registration requirements of the Securities Act, (ii) to implement the
provisions of the Plan or this Contract or any other agreement between the
Company and the Optionee with respect to such shares of Common Stock, or (iii)
to permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of this option or (b) if applicable,
with regard to any other restriction, on the assignment, pledge, hypothecation
or transfer of shares acquired upon the exercise of this option.
9. Nothing in the Plan or herein shall confer upon the
Optionee any right to continue in the employ of the Company, any parent or any
of its subsidiaries, or interfere in any way with any right of the Company, any
parent or its subsidiaries to terminate such employment at any time for any
reason whatsoever without liability to the Company, any parent or any of its
subsidiaries.
10. The Company and the Optionee agree that they will both be
subject to and bound by all of the terms and conditions of the Plan, a copy of
which is attached hereto and made a part hereof. In the event (a) the employment
of the Optionee terminates, (b) of the disability of the Optionee, or (c) of the
death of the Optionee, his rights hereunder shall be governed by and be subject
to the provisions of the Plan. In the event of a conflict between the terms of
this Contract and the terms of the Plan, the terms of the Plan shall govern.
11. The Optionee shall have no rights as a stockholder with
respect to any shares issuable or transferable upon exercise of this option
until the date of the issuance of a stock certificate to him for such shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such stock certificate is issued, except as
may be otherwise provided for by pursuant to the Plan.
12. This option is not transferable by the Optionee otherwise
than by will or the laws of descent and distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee or the Optionee's
legal representatives.
13. This Contract shall be binding upon and inure to the
benefit of any successor or assign of the Company and to any heir, distributee,
executor, administrator or legal representative entitled to the Optionee's
rights hereunder.
-3-
14. This Contract shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to the conflicts of law rules thereof.
15. The invalidity, illegality or unenforceability of any
provision herein shall not affect the validity, legality or enforceability of
any other provision.
16. The Optionee agrees that the Company may amend the Plan
and the options granted to the Optionee under the Plan, subject to the
limitations contained in the Plan. Without limiting the foregoing, the
Committee, in its sole discretion, may at any time make or provide for such
adjustments to the Plan, to the number and class of shares available thereunder
and to this option as it shall deem appropriate, all in accordance with the
provisions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as
of the day and year first above written.
XXXXXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------
Title: President
/s/ Xxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxx, Optionee
000 Xxxx 00xx Xxxxxx, Xxx.00X
-----------------------------
Xxxxxxx
Xxx Xxxx, XX 00000
-----------------------------
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